Physical Education
by 2originalcents
Summary: There are worst classes in this world than PE class.


**For notidkgba27~ **

**Just cuz. **

**The beauty of headcanons combining~**

* * *

The locker room for junior year PE class was Cartman's hellscape. The two years prior he had successfully managed to ensure he and Butters were in separate periods, and this year had been no exception, but thanks to a mistake in Butters' schedule and a councilor's rush to correct the situation as quickly as possible, Cartman found himself with a new locker neighbor.

"I really hope we don't do suicides. Those should be illegal," Butters said as he pulled his gym shirt on.

"Mhmm," Cartman replied, already tying up his laces. "I'll see you outside."

"Okay."

Cartman didn't turn to Butters, he didn't turn to anyone, he kept his eyes down to the ground as he envisioned mutilated kittens and burnt fried chicken, anything to keep the blood from rushing to embarrassing locations.

Since the start of the semester Cartman had mastered the quick change, and was able to go in and out of the locker room in under two minutes. Before he would take advantage of the full ten minutes allotted; he would leisurely change, complain loudly to anyone who would listen that PE was literal torture and the US government shouldn't allow it in its public schools. He would sit on the bench that divided the locker aisles and savor every moment of rest before feigning work outside on the field, or track, or wherever the teacher had told her class to meet that day. But that was over the moment Butters joined his period.

The first day Cartman tried to act normal, continue his usual routine. His complaints would finally have an audience, and any class was always made better by the presence of his best friend, but the first moment he turned and caught Butters pulling off his pants he thanked the Lord on high that his dick was abnormally small, or else his erection would have surely been noticeable through his shorts.

"You okay?" Butters had asked, seeing Cartman cover his face with his hand, his eyes squeezed shut.

"Just a little headache, it'll pass though," Cartman said. In truth he was waiting to hear Butters close his locker, indicating he was fully dressed and decent.

The class itself was fine. During running days Butters would alternate walking with Cartman and jogging for a good grade. For sports they were always picked for the same team, the teacher-appointed team captains knowing better than to pin them against each other or find themselves in the nurses office with a "sports related" injury. Cartman only winced on the occasions he glanced at Butters stretching, but he would quickly turn away and his own aching muscles would bring him back to reality. Before and after class Cartman wouldn't bat an eye when spending time with Butters, but during those few moments of publicly mandated half nudity, it was all he could do to steel his body from reacting to the sight of Butters.

Now Cartman sat at the bleachers, the first to arrive to class, waiting for the rest of his classmates to finish changing. Butters found him quick at his usual spot, and went to join him, eager to chit-chat and knowing that Cartman was more approachable outside the locker room. Butters always took Cartman's aversion to conversation and quick change in the locker room to body insecurity, which he tried to remedy with compliments that hit Cartman in all the wrong places.

"You always get your hair messy when you change, I like it," Butters said this time.

"Thanks." Cartman wasn't looking at him as he adjusted his shorts to accommodate the newfound tightness.

"It's chilly today, look I'm getting goosebumps." Butters swung his arm just a breath away from Cartman's face, startling him.

"You don't need to shove your arm in my face just to show me that," Cartman said, pushing his arm away, but not before inconspicuously rubbing it lightly with his hand. Or rather, he hoped it was inconspicuous.

"Sorry," Butters said, though he was giggling, knowing Cartman was just teasing.

The teacher soon came out and informed her students that they were ending their semester with a running test, so all her students could see how much they've improved their mile time since the beginning of the year. Butters had improved his mile by thirty seconds, while Cartman had added a full minute to his brisk walk around the track. As he walked he watched Butters, on the other side of the track having already lapped him twice, and was relieved to have the three weeks of winter break to compose himself and think of new ways to avoid seeing his bare skin. Maybe he would change in the bathroom stalls, but the only other boy who did that was Clyde, who was self-conscious of his colostomy bag, and he did not want to join Clyde in the bathroom.

The three weeks came and went, and Cartman didn't have to fret about his locker room situation anymore since Butters, once again, had to have his schedule moved around, and his PE class now fell just before lunch, which was also Cartman and the guys' free period.

Cartman hung out with his friends behind the bleachers, which were far enough away from the main building to take a hit of the blunt Kenny kept stowed away in the inside pocket of his parka without anyone detecting the smell. And Kyle swore it was a better study spot than the library, though in reality he just wanted to be with his friends, despite their poor choices, than be stuck alone inside a stuffy library.

The three boys sat on the ground while Cartman watched the PE class, his arms rested on a bleacher seat while he watched Butters chatting with Token.

"Dude, what are you looking at?" Stan asked, accepting the blunt from Kenny.

"Hmm?"

"He's looking at Butters," Kenny said, blowing out smoke from his mouth in tiny circle.

"Shut up! No I'm not!" Cartman snapped, turning around, his face already a deep red.

"Then what are you looking at?" Kyle asked, his voice dull, his eyes never leaving his iPad.

"Just how stupid Tweek looks when he runs!"

"No one's running," Stan said.

"Shut up!"

Kenny snickered and turned to the other two, tapping his nose twice while they shook their heads, growing bored of Cartman's transparency.

Cartman stared at his friends, enraged that they were secretly mocking him, but he turned back around and his breath caught when his eyes landed on Butters bent over and reaching for his toes. His ass was jutted out and he swayed in place, and Cartman involuntarily licked his lips. He made himself comfortable again and stared diligently as Butters jogged around the track, his shorts outlining his body quite exquisitely. He shifted the weight in his legs, his pants suddenly growing tighter. He bit his thumb and smiled to himself when Butters wiped the sweat from his brow by pulling up his shirt and exposing his midriff.

"Is he aware we're still here?" Kyle asked, finally looking up at Cartman.

"Five bucks says he comes in his pants," Kenny whispered.

"I'll take that," Stan said, shaking his hand.

Though usually very intuitive with his bets, Kenny lost, Cartman had better control of his bodily functions than he gave him credit. The next day he wanted to go double or nothing, but Kyle preferred the library to watching Cartman blow his load and dragged the other two with him, leaving Cartman alone with the temptation to touch himself in public.

Throughout the semester Cartman stationed himself behind the bleachers to ogle Butters sweat in his skin-tight white shirt and flattering jersey shorts. At times when the teacher wasn't looking he would call him over to talk for a few minutes before being dragged away to do the next physically draining task.

The year was quickly coming to a close, and Cartman was already missing his perch with a view as he leaned his head against his hand and watched as Butters gathered equipment into a bag to store away for next period. He shook his head, thinking how Butters always got stuck with the grunt work, if he were there he would have told the teacher to make Scott Malkinson the equipment guy to make up for the fact that he couldn't do a lot of the activities thanks to his diabetes.

Butters was barely stepping off the field when the lunch bell rang. Cartman grabbed his backpack and headed towards the building, thinking Butters would catch up to him soon enough, when another thought occurred to him, and he quickened his pace towards the locker room. He stepped in and as expected, it was empty save for the sound of a locker swinging open in the aisle he knew Butters' locker to be. He smiled and slowly made his way over to Butters, who was pulling off his shirt. Cartman coughed to let his presence known, startling Butters, but he quickly recovered and grinned widely at him.

"Oh, hey Eric, I didn't hear you come in." He wiped the back of his neck with his shirt as Cartman stepped closer to him.

"Sorry, just figured we could walk to the cafeteria together," Cartman said, just a foot away from Butters now.

"Okay," he said, and he sat down to pull off his sneakers.

Cartman was leaning against the lockers, making no attempt to be subtle as his eyes ran over Butters' body, which was sweaty, the beads catching the fluorescent lighting in a hypnotic way.

"Don't you ever get bored just watching my class during your free period?" Butters asked, looking up and laughing, but when he saw how intensely Cartman was looking at him, his heart jumped.

"No," Cartman said.

Butters nodded and stood to grab his shirt, moving quickly now. Before he could pull it on, however, Cartman's hand was on his waist as he pushed him against the lockers, his leg between Butters' thighs.

Before Butters could even question Cartman, his lips were on his own, Cartman's other hand grasping tight to the nape of his neck as he shamelessly pushed his tongue into his mouth. Butters moaned, his arms wrapping around Cartman's neck and pulling him closer.

"Shit," he muttered when Cartman wandered from his lips to his neck, from a hand on his waist to his ass.

As he sucked and nipped on Butters' flawless skin, Cartman held onto to his shoulders and pressed him against firmly against the lockers.

"You have goosebumps," he whispered, smiling when he saw the bumps rise on Butters' arms thanks to the cool metal and his ravenous touches.

Cartman started trailing kisses down Butters' chest, licking at his clavicle in one moment and gently biting down on a niple the next. He kissed and licked and could feel Butters' chest rise and fall with his heavy breathing.

"I'm sweaty," Butters whispered as Cartman swiped at the other niple.

Cartman looked up at him and kept moving lower and lower until he was on his knees in front of him. He was panting now too, excited and licking his lips as his fingers hooked on either side of Butters' shorts, ready to pull them off.

Butters watched him, his breathing steadying as he anticipated his next move. In the back of his head he knew this was wrong, that they should stop because someone might come in and they could get suspended, maybe even expelled. But his troubled thoughts melted away once Cartman pushed his face into his crotch, his mouth on his erect cock through the layers of clothes.

"Oh shit, Eric." Butters had never been this close to having a blowjob before in his life. He never even had a hand other than his own on himself, and now Cartman was rolling down his shorts and underwear, and his cock twitched excitedly to be in his mouth.

Cartman first went for his balls, licking and sucking one, then the other. Butters knees buckled and his hips pushed out, but Cartman kept him up with his grip firm on his hips.

Butters bit his lower lip, moans catching in his throat as he tried suppressing the screams from escaping. He never felt anything this good before, Cartman's hot, wet mouth on him was pure ecstasy.

Cartman looked up, and happy with the reactions he was getting, moved up to his shaft, which he licked up to the head with the flat of his tongue. He rolled back Butters' foreskin with only his tongue while his hands moved up, searching for Butters'.

Butters blinked the sweat out of his eyes, his head growing fuzzy, but holding Cartman's hands grounded him and helped him savor this moment all the more. But it didn't last long, as Cartman moved Butters' hands to his head, and Butters understood and gripped his hair tightly.

Cartman licked Butters' shaft a few more times before stopping, his mouth swallowing as much of Butters as possible. His hands moved back to Butters' hips and he gently moved them back and forth as he looked back up at him.

Butters gulped and nodded, knowing what he wanted. He licked his lips and held tight to Cartman's hair as he thrusted into his mouth. Cartman's hand fell to the ground to stabilize him, his tongue swiping at Butters wherever possible as he moaned and gagged on his cock.

Butters could hear Cartman, and his intent was to go slow, but once he got started he couldn't stop. He had always wanted this too, always fantasized Cartman's mouth filled with his cock instead of junk food. He also knew Cartman wasn't watching his PE class, he was watching him, and he volunteered to clear up equipment because he knew it meant having the locker room to himself so he could jerk off, his body hot from the exercise and Cartman's gaze. And now he couldn't believe his luck, Cartman on his knees before him as he really gave it to him. And Cartman seemed to be enjoying himself just as much as he was, if not more.

"I'm going to come, Eric," Butters said, panting, his muscles aching from the effort. "Swallow it all."

Cartman looked at him, his arms wrapping around Butters, ready and eager to drink up his spendings. Butters grunted and pushed Cartman's head into his crotch, the fact that Cartman might choke an afterthought as he came with his tip pressed against the back of his throat.

Cartman did swallow it all, and when Butters released him, he licked his softened cock clean. Butters smiled and patted his head before sliding down the lockers to sit on the floor, too.

"Well that was unexpected," he said, pulling his shorts up, trying to cover up at least some of the evidence of the indiscretion that happened there.

Cartman leaned forward to kiss him rather chastely on the lips before nuzzling his neck. Butters wrapped his own arms around him and petted his hair.

"I really needed to know how you taste after PE," Cartman said sheepishly.

"And?"

He nodded and licked his lips. They giggled and stay huddled together on the floor until the bell rang for the end of lunch.

"Lunch is over already?" Butters complained "You may have eaten but I didn't!"

Cartman stood up and pulled Butters with him.

"I'll buy you something to eat after school," he said, giving him a peck on the cheek.

"Alright!"

…

The next day Butters ditched chemistry to stand behind the bleachers during Cartman's PE class. He could see Cartman making an earnest attempt at running the mile and he couldn't help but lick his lips.


End file.
